General Terms and Conditions of Sale (GTC)

These general terms and conditions of sale (GTC) apply to all sales of equipment (Products) concluded by APO’G with its professional clients (Client), notwithstanding any contrary stipulation that may appear on their documents, particularly their general terms and conditions of purchase. Unless expressly accepted in advance by APO’G, any such stipulation will therefore be unenforceable against APO’G, regardless of when it may have been brought to its attention. In accordance with Article L.441-1 III of the French Commercial Code, the GTC constitute the sole basis for commercial negotiation and are communicated to each Client to enable them to place an order. The GTC are an integral part of any quote, offer, commercial proposal, study, order acknowledgment issued by APO’G, or any order and/or agreement concluded by APO’G with its Clients. The fact that APO’G does not invoke the GTC, in whole or in part, cannot be interpreted as a waiver of its right to invoke them at a later date.

1. Formation – Purpose of the Contract

Any sale is definitively concluded upon the Client’s acceptance of the quote or offer, or at the latest, on the day APO’G issues the order acknowledgment. APO’G is only bound by the references and commitments specified in the quote or offer. Any quote or offer is binding on APO’G only for the validity period indicated. In the absence of contrary indication, the quote or offer remains valid for thirty (30) days from the date of issuance and must be accepted within this period. Otherwise, APO’G is no longer bound by the terms of the quote or offer unless otherwise agreed. The information provided in catalogs, brochures, or other documents published by APO’G is given for information purposes only, based on information provided or received from manufacturers and suppliers. However, the Client’s attention is particularly drawn to the importance, for certain Products, especially connected Products, of reviewing the manufacturer’s information regarding updates and interoperability of equipment and/or Products and applications, or data management security, before placing an order to ensure that the Products meet their needs and are suitable for their environment. If deemed necessary, the Client should request information or advice from APO’G. Studies, quotes, and offers prepared by APO’G are based on technical assumptions derived from information provided by the Client at the time of drafting the study, quote, or offer. It is the Client’s responsibility, as a professional, to control and verify the suitability of the Products to their needs, their compliance with prerequisites, and the conditions of use and implementation envisaged. APO’G cannot be held responsible for the consequences of defective installation or improper implementation or integration of the Products.

2. Order

An order is only considered if it is accepted by APO’G. An order canceled during execution must be fully paid by the Client, even if they forgo the Products.

3. Delivery Times

Delivery times are understood to start from the date of the order acknowledgment (unless expressly stipulated otherwise in the order) and are given for information purposes only, without commitment from APO’G. No compensation and/or penalty may be claimed in case of delay. However, if the delivery times, due exclusively to APO’G, exceed three times the announced period, the Client may refuse delivery of the Products and demand reimbursement of any amounts already paid, excluding any damages.

4. Delivery – Packaging – Transport

The risk of deterioration, loss, or theft of the Products is transferred to the Client as soon as they are made available, notwithstanding the retention of title clause mentioned below. If the collection of the Products is delayed for any reason beyond APO’G’s control, they will, if the Distributor expressly consents, be stored and handled by the latter at the Client’s expense and risk. It is the Client’s responsibility to obtain any insurance to cover transport risks regardless of the Products and modes of transport. Delivery is made either by direct handover to the Client, by simple notification of availability, or by delivery of the Products to a carrier. Unless directly handed over to the Client beforehand, delivery is deemed to have occurred upon the date notified to the Client or agreed upon in the order. During direct handover to the Client, APO’G may require any documents justifying the authority to receive the Product. The Products are packaged in standard packaging for mainland France. The Products travel at the Client’s risk, who must take all necessary measures related to packaging for transport and make all reservations with the carrier within three (3) days following availability, in case of damage or partial loss. In the absence of reservations expressed within the aforementioned period, the delivered Products are deemed definitively accepted without reservation by the Client. The Products comply with harmonized standards, national standards, and EU safety, health, and environmental protection requirements. If the Client ships the Products outside the European Union, customs duties and related formalities are the sole responsibility of the Client. The Client undertakes to verify the conformity of the delivery with the customs and legal requirements of the destination country. Upon delivery, the Client must ensure the Products’ conformity and accept the delivery before taking actual possession. Any claim must be made in writing within three (3) days of delivery. After this period, the Products will be deemed compliant. No return of Products will be accepted without APO’G’s prior agreement or beyond ten (10) days from the actual delivery date. The return or exchange of returned Products requires that they be returned in perfect condition in their original packaging. The return will result in an identical replacement or a similar Product. In case of impossibility of replacement, APO’G will issue a credit note after receipt and verification of the returned Product, deducting 20% for revision fees. If damage is found, repair costs will be deducted from the credit notes to be issued by APO’G. Pending agreement, the Product remains in the Client’s custody.

5. Collection, Depollution, and Recycling of Waste Electrical and Electronic Equipment (WEEE)

The Client is informed by APO’G of the conditions for the collection of used household equipment. For household WEEE, a unit price includes the financial contributions referred to in Articles L. 541-10 and following and R.543-172 to R.543-206 of the French Environmental Code. The unit cost for managing separately collected waste from electrical and electronic equipment cannot be discounted. The Client must pay these financial contributions. The Client is informed of the collection and treatment systems for professional WEEE set up by the manufacturer. The professional eco-contribution is an element of the cost price, incorporated into the unit price excluding tax of the Product appearing on the invoice.

6. Price

Prices established according to existing economic conditions on the date of the sales contract are subject to change at any time, depending on the variation in the cost of their constituent elements. The applicable VAT rate is the one in effect on the billing date. A revision formula may be attached to the quote, study, or offer, or the order acknowledgment.

7. Transport Costs

Transport and packaging costs may be subject to a flat-rate charge specified to the Client when ordering. Any special delivery or packaging costs requested by the Client will incur the actual costs of transport and packaging specified when ordering. In case of technical assistance by APO’G or through APO’G at the Client’s site, additional costs related to the designated intervenor’s travel will be billed separately.

8. Retention of Title Clause

OWNERSHIP OF THE SOLD EQUIPMENT WILL ONLY BE TRANSFERRED TO THE CLIENT ONCE FULL PAYMENT OF THE PRICE HAS BEEN MADE. However, the risk of deterioration, loss, or theft of the Products will be transferred to the buyer upon delivery, even in cases of force majeure or fortuitous events. The Client must take all measures to prevent and cover these risks. In case of non-payment of a single installment by its due date, APO’G will have the right to reclaim the Products from the Client at their expense, up to the unpaid amount, without further formality than simple notice by registered letter. The Client will promptly inform APO’G in case of judicial reorganization or liquidation, or seizure. They will take all measures to make APO’G’s ownership rights known. In the event of seizure, the Client must take all steps at their expense to lift it. The Client will take appropriate measures to ensure that the Products, which remain the seller’s property, are identifiable in their stock. In case of a claim, the Products in the Client’s possession will be presumed to be those not yet paid for.

9. Invoicing – Payment of Invoices

APO’G’s invoices are payable to the Accounting Department at the address indicated on the invoice. Subject to the following, invoices are issued on the sale date. APO’G may issue a periodic invoice when the Client is delivered multiple times by APO’G within the same calendar month during which VAT on these transactions becomes due. Unless otherwise agreed prior to the order, invoices are payable in cash and without discount on the invoice date. APO’G may require proof of identity upon payment. Any deferred payment, if accepted by APO’G based on a payment term compliant with the law, is made by automatic LCR no later than 45 days end of the month or no later than 45 days net for periodic invoices, the “end of month” calculation mode being a maximum of 45 days from the end of the invoice month. Early payments do not entitle the Client to a discount. Subject to the preceding provisions, orders are payable by bank transfer to the account specified on the corresponding Distributor’s invoice. Failure or delay in payment of all or part of an invoice will automatically and without prior notice render all invoices due, even those not yet due, and result in late payment penalties equal to (i) three times the legal interest rate, and (ii) a flat rate of 40 euros for recovery costs. In accordance with Article 1231-5 of the French Civil Code, in case of debtor default, amounts due collected through litigation will be increased, in addition to legal interest and judicial costs, by an indemnity of 15% of their amount, with a minimum of 150 euros. Any claim regarding invoices addressed by the Client to APO’G is time-barred after 7 days from the date of receipt of the invoice concerned. In no case can the payment of the aforementioned invoices be subject to any compensation initiated by the Client. Credits issued to the Client must be settled within one (1) year from their issuance date.

10. Warranty

The warranty only covers new Products and latent defects on the delivery date. The warranty period is equal to that granted by the manufacturer or supplier to APO’G. The warranty covers defects that occurred during this period without being extended, even if APO’G has already intervened under this article. To benefit from the warranty, the Client must immediately notify APO’G in writing of the defects attributed to the delivered Products and provide sufficient justification. They must produce proof of purchase and receipt of the concerned Product. The warranty is strictly limited to replacing recognized defective parts, unless otherwise stated by the manufacturer’s warranty or unavailability of necessary spare parts for repair. The replaced parts become the property of APO’G. Return shipping costs remain the Client’s responsibility. In any case, APO’G undertakes to inform the Client of (i) the availability of indispensable spare parts for using the Products and (ii) if applicable, the period during which or the date on which these parts are available on the market. The warranty does not apply in case of natural events and if damage results from the Client’s actions, such as negligence, incorrect connection, abnormal use, non-compliance with maintenance or commissioning instructions, changes in environment and technical architecture, minor or major software updates or developments, applications, and interfaces. The connectivity warranty for “connected” Products depends on technical and communication infrastructures dependent on the manufacturer and/or its linked service providers and/or communication service providers. APO’G cannot be held responsible under the warranty for failure, alteration, modification, or suspension of the connectivity capabilities of “connected” Products.

11. Personal Data – Trade Secrets

Each party undertakes to collect and process personal data necessary for conducting its business in strict compliance with applicable European and national regulations on personal data protection, particularly the European Regulation 2016/697 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data of 27 April 2016 (GDPR) and the French Law No. 78-17 of 6 January 1978 on information technology, files, and liberties (LIL) (Applicable Regulation). Moreover, in fulfilling their obligations under the GTC, the parties may be required to process personal data provided by the other party, relating to their clients, prospects, employees, service providers, and/or subcontractors. Each party undertakes to take the necessary precautions to ensure the security of its own data and that communicated by the other party and to carry out, under its responsibility, the necessary formalities to comply with the Applicable Regulation at all times. For all practical purposes, the Client has the rights to access and rectify their data, as well as the right to object to their processing, by simply requesting the Distributor’s Data Protection Officer (DPO): [benoit.vannier@Apo’g.net]. The Client must implement appropriate protection measures for the specific conditions of the Product sale, as this information is considered commercially valuable and qualifies as a trade secret under Article L 151-1 of the French Commercial Code. The Parties undertake to comply with applicable regulations and collaborate in good faith to implement the operational and/or legal measures required for the processing of personal data in France and cross-border data flows. Data files and any documents or information provided by the Client to APO’G for processing by the Solution, as well as those resulting from the processing carried out by APO’G via the Solution, remain the exclusive property of the Client, who is the data controller. For its part, APO’G acts as a processor, within the meaning of Article 35 of the French Law of 1978, when it processes personal data on behalf of the data controller. This processing is carried out in accordance with Article 28 of Regulation 2016/679 of the European Parliament and Council of 27 April 2016. As such, the purpose, duration, nature, and purpose of the processing, the categories of personal data processed, and the categories of individuals concerned by the processing are those defined within this Contract (potentially under a dedicated Annex). APO’G acknowledges that all personal data is subject to the aforementioned regulation and is considered confidential, and will implement all necessary measures to:

• not process or access the data or files contained therein for purposes other than executing the services under this Contract;
• process the data according to the Client’s documented instructions. If APO’G considers an instruction to be a violation of the regulation, it will immediately inform the Client. Furthermore, if APO’G is required to transfer data to a third country or an international organization under Union or Member State law, it will inform the Client of this legal obligation before processing, unless the law prohibits such information on important grounds of public interest;
• take all necessary precautions to preserve the confidentiality and security of the data and, in particular, to prevent them from being altered, damaged, or accessed by unauthorized third parties, and generally, to implement appropriate technical and organizational measures to protect the data against accidental or unlawful destruction, accidental loss, alteration, unauthorized disclosure, or access, especially when processing involves data transmission over a network, and against all other unlawful forms of processing, provided that these measures ensure, given the state of the art and implementation costs, a level of security appropriate to the risks presented by the processing and the nature of the data to be protected;
• ensure that individuals authorized to process personal data under this Contract (i) commit to confidentiality or are subject to an appropriate legal obligation of confidentiality, and (ii) receive necessary training on personal data protection;
• consider, in terms of its tools, products, applications, or services, the principles of data protection by design and data protection by default;
• keep a written record of all categories of processing activities carried out on behalf of the Client, including (i) the name and contact details of the data controller on whose behalf it acts, any subcontractors, and, where applicable, the Data Protection Officer, (ii) the categories of processing carried out on behalf of the Client, (iii) where applicable, transfers of personal data to a third country or an international organization, including the identification of that third country and the documents attesting to the existence of appropriate safeguards, (iv) as far as possible, a general description of the technical and organizational security measures;
• provide the Client with the necessary documentation to demonstrate compliance with all its obligations and to allow audits, including inspections, by the Client or another auditor authorized by it, and contribute to such audits;
• delete or permanently and immediately erase the data that the Client has requested to be deleted.

APO’G will notify the Client of any personal data breach as soon as possible and, in any event, within a maximum of forty-eight (48) hours after identifying it. This notification will include all relevant documentation to enable the Client, if necessary, to notify the competent supervisory authority. Moreover, APO’G will provide all necessary cooperation to the Client to help meet the legal requirements related to personal data protection that the Client is responsible for, particularly to respect the rights of the individuals concerned. The Client, as the data controller, is responsible for completing the formalities required by the aforementioned regulation. In particular, the Client must provide information to individuals concerned by the processing operations at the time their data is collected. Generally, APO’G may use a subcontractor to perform specific processing activities. In this case, it will inform the Client in advance and in writing of any proposed changes regarding the addition or replacement of other subcontractors. This information must clearly indicate the subcontracted processing activities, the identity and contact details of the subcontractor, and the dates of the subcontracting contract. The Client then has a period of fifteen (15) days from the receipt of this information to present duly justified objections. This subcontracting can only be carried out if the Client has not objected within the agreed period. Any subcontractor of APO’G is required to comply with the obligations of this Contract on behalf of and according to the Client’s instructions. APO’G is responsible for ensuring that the subcontractor provides the same sufficient guarantees regarding the implementation of appropriate technical and organizational measures to ensure that the processing complies with the aforementioned regulation.

12. Force Majeure

The execution of orders and deliveries is automatically suspended in cases of force majeure as defined in Article 1218 of the French Civil Code. Events such as war, total or partial strike, shortages, particularly of raw materials, riots, traffic interruption, insufficient supply of transport equipment, epidemics or pandemics, or any other cause beyond the Distributor’s control, reducing or rendering delivery exorbitant, are considered force majeure. These events release APO’G from all responsibilities, damages, and financial penalties for delivery delays or non-fulfillment of orders. Force majeure does not exempt the parties from their obligations to pay sums of money in execution of the GTC.

13. Liability

If APO’G’s liability is found to result from a breach of an essential obligation of an order and/or delivery, and more generally of the sale, the total amount of compensation that APO’G may be required to pay to the Client and its insurers will not exceed the tax-free amount of the order concerned, regardless of the cause of the damage, the legal basis of the claim, and the procedure used to pursue it. APO’G is not liable for indirect damages, loss of profit or opportunity, or expected benefits, nor for the financial consequences of any actions taken by third parties against the Client. The Client must take reasonable and safe measures, particularly considering its capabilities, to avoid any aggravation of prejudice caused by a Product.

14. Compliance Policy

The Client is independent of APO’G, particularly regarding the means and methods of providing services. The Client has absolute control over its organization and, as such, proactively engages in the fight against corruption and influence peddling. Consequently, it will promptly inform APO’G of any fact likely to result in an undue advantage, financial or otherwise. Additionally, the Client must obtain the necessary authorizations for exporting certain Products subject to export restrictions due to their specificities, and, if required by APO’G, provide these documents as proof, as part of its duty of information. The Client is informed that, under third-party evaluation procedures for anti-corruption, APO’G may, according to internal procedural rules, collect and retain information and documents about the Client to identify (or update) and assess the corruption risks it faces. To express a concern or for any questions about compliance, the Client can contact: [stephane.jourdain@Apo’g.net].

15. Applicable Law – Dispute Resolution

The GTC are governed by French law. Unless otherwise stipulated, derogating from Article L.110-4 of the French Commercial Code, any dispute or claim from the Client concerning the sale or commercial relationship with APO’G must be made within one year from the date the Client became aware (or reasonably should have become aware) of the fact, failure, or omission on which it bases its dispute or claim. In case of a dispute regarding the interpretation or execution of the GTC, the Commercial Court of the jurisdiction of APO’G’s registered office has sole jurisdiction, regardless of the terms of sale and the accepted payment method, even in case of warranty claims or multiple defendants.